| SECURITIES AND EXCHANGE COMMISSION |
||
| Washington, D.C. 20549 | ||
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO § 240.13d-2
Under
the Securities Exchange Act of 1934
(Amendment No. 1)*
Fangdd Network Group Ltd.
(Name of Issuer)
Class A ordinary shares, $0.0000001 par value per share
(Title of Class of Securities)
30712L 109**
(CUSIP Number)
December 31, 2022
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| o | Rule 13d-1(b) |
| o | Rule 13d-1(c) |
| x | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
** CUSIP number 30712L 109 has been assigned to the American depositary shares (“ADSs”) of the issuer, which are quoted on The Nasdaq Global Market under the symbol “DUO.” Each ADS represents 375 Class A ordinary shares of the issuer. No CUSIP has been assigned to the Issuer’s Class A ordinary shares.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 30712L 109 | Page 2 of 14 Pages |
| 1 |
Name of Reporting Person
| ||
| 2 |
Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
| ||
| 3 |
SEC Use Only
| ||
| 4 |
Citizenship or Place of Organization
| ||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power 329,021,793(1) | |
| 6 |
Shared Voting Power
| ||
| 7 |
Sole Dispositive Power
| ||
| 8 |
Shared Dispositive Power
| ||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
| ||
| 10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares o
| ||
| 11 |
Percent of Class Represented by Amount in Row 9
| ||
| 12 | Type of Reporting Person IN | ||
| (1) | Represents 329,021,793 Class B ordinary shares directly held by CC NETWORK INTERNATIONAL LTD, a British Virgin Islands company controlled by Mr. Yi Duan. The registered address of CC NETWORK INTERNATIONAL LTD is Vistra Corporate Service Centre, Wickhams Cay II, Road Town, Tortola, VG 1110, British Virgin Islands. CC NETWORK INTERNATIONAL LTD is controlled by CC Network Holding Ltd, a company incorporated under the laws of British Virgin Islands. CC Network Holding Ltd is controlled by CC Trust, a trust established under the laws of the British Virgin Islands and managed by Cantrust (Far East) Limited as the trustee. Mr. Yi Duan is the settlor of CC Trust and Mr. Duan and his family members are the trust’s beneficiaries. Under the terms of this trust, Mr. Duan has the power to direct the trustee with respect to the retention or disposal of, and the exercise of any voting and other rights attached to, the share held by CC NETWORK INTERNATIONAL LTD in the Issuer. |
| (2) | Calculated based on the number in Row 9 above divided by 2,474,620,706 outstanding ordinary shares of the Issuer as a single class, being the sum of (i) 1,854,607,648 outstanding Class A ordinary shares (excluding 109,123,363 Class A ordinary shares issued to depositary bank for ADSs reserved for future issuances upon the exercise or vesting of awards granted under the Issuer’s share incentive plans), (ii) 619,938,058 outstanding Class B ordinary shares, and (iii) 75,000 outstanding Class C ordinary shares as of the date of the prospectus supplement filed with the SEC on December 8, 2022. Holders of Class A ordinary shares, Class B ordinary shares and Class C ordinary shares have the same rights except for voting and conversion rights. Each Class A ordinary share is entitled to one vote, whereas (x) each Class B ordinary share is entitled to ten votes and is convertible into one Class A ordinary share at any time by the holder thereof and (y) each Class C ordinary share is entitled to 10,000 votes and is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares or Class C ordinary shares under any circumstances. Accordingly, ordinary shares beneficially owned by Mr. Yi Duan represent approximately 37.4% of the aggregate voting power of the total issued and outstanding ordinary shares of the Issuer. |
| CUSIP No. 30712L 109 | Page 3 of 14 Pages |
| 1 |
Name of Reporting Person
| ||
| 2 |
Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
| ||
| 3 |
SEC Use Only
| ||
| 4 |
Citizenship or Place of Organization
| ||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 |
Sole Voting Power
| |
| 6 |
Shared Voting Power
| ||
| 7 |
Sole Dispositive Power
| ||
| 8 |
Shared Dispositive Power
| ||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
| ||
| 10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
| ||
| 11 |
Percent of Class Represented by Amount in Row 9
| ||
| 12 | Type of Reporting Person CO | ||
| (3) | Represents 329,021,793 Class B ordinary shares directly held by CC NETWORK INTERNATIONAL LTD, a British Virgin Islands. |
| (4) | Calculated based on the number in Row 9 above divided by 2,474,620,706 outstanding ordinary shares of the Issuer as a single class, being the sum of (i) 1,854,607,648 outstanding Class A ordinary shares (excluding 109,123,363 Class A ordinary shares issued to depositary bank for ADSs reserved for future issuances upon the exercise or vesting of awards granted under the Issuer’s share incentive plans), (ii) 619,938,058 outstanding Class B ordinary shares, and (iii) 75,000 outstanding Class C ordinary shares as of the date of the prospectus supplement filed with the SEC on December 8, 2022. Holders of Class A ordinary shares, Class B ordinary shares and Class C ordinary shares have the same rights except for voting and conversion rights. Each Class A ordinary share is entitled to one vote, whereas (x) each Class B ordinary share is entitled to ten votes and is convertible into one Class A ordinary share at any time by the holder thereof and (y) each Class C ordinary share is entitled to 10,000 votes and is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares or Class C ordinary shares under any circumstances. Accordingly, ordinary shares beneficially owned by CC NETWORK INTERNATIONAL LTD represent approximately 37.4% of the aggregate voting power of the total issued and outstanding ordinary shares of the Issuer. |
| CUSIP No. 30712L 109 | Page 4 of 14 Pages |
| 1 |
Name of Reporting Person
| ||
| 2 |
Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
| ||
| 3 |
SEC Use Only
| ||
| 4 |
Citizenship or Place of Organization
| ||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 |
Sole Voting Power
| |
| 6 |
Shared Voting Power
| ||
| 7 |
Sole Dispositive Power
| ||
| 8 |
Shared Dispositive Power
| ||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
| ||
| 10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares o
| ||
| 11 |
Percent of Class Represented by Amount in Row 9
| ||
| 12 | Type of Reporting Person IN | ||
| (5) | Represents 129,519,698 Class B ordinary shares held by TIANYU NETWORK INTERNATIONAL LTD, a company incorporated in the British Virgin Islands controlled by Mr. Jiancheng Li. The number of shares excludes 15,433,557 Class A ordinary shares transferred by TIANYU NETWORK INTERNATIONAL LTD to designated employees and consultants in November 2018. The registered address of TIANYU NETWORK INTERNATIONAL LTD is Vistra Corporate Service Centre, Wickhams Cay II, Road Town, Tortola, VG 1110, British Virgin Islands. TIANYU NETWORK INTERNATIONAL LTD is controlled by Tianyu Network Holding Ltd, a company incorporated under the laws of British Virgin Islands. Tianyu Network Holding Ltd is controlled by Tianyu Family Trust, a trust established under the laws of the British Virgin Islands and managed by Cantrust (Far East) Limited as the trustee. Mr. Jiancheng Li is the settlor of Tianyu Family Trust, and Mr. Li and his family members are the trust’s beneficiaries. Under the terms of this trust, Mr. Li has the power to direct the trustee with respect to the retention or disposal of, and the exercise of any voting and other rights attached to, the share held by TIANYU NETWORK INTERNATIONAL LTD in the Issuer. |
| (6) | Calculated based on the number in Row 9 above divided by 2,474,620,706 outstanding ordinary shares of the Issuer as a single class, being the sum of (i) 1,854,607,648 outstanding Class A ordinary shares (excluding 109,123,363 Class A ordinary shares issued to depositary bank for ADSs reserved for future issuances upon the exercise or vesting of awards granted under the Issuer’s share incentive plans), (ii) 619,938,058 outstanding Class B ordinary shares, and (iii) 75,000 outstanding Class C ordinary shares as of the date of the prospectus supplement filed with the SEC on December 8, 2022. Holders of Class A ordinary shares, Class B ordinary shares and Class C ordinary shares have the same rights except for voting and conversion rights. Each Class A ordinary share is entitled to one vote, whereas (x) each Class B ordinary share is entitled to ten votes and is convertible into one Class A ordinary share at any time by the holder thereof and (y) each Class C ordinary share is entitled to 10,000 votes and is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares or Class C ordinary shares under any circumstances. Accordingly, ordinary shares beneficially owned by Mr. Jiancheng Li represent approximately 14.7% of the aggregate voting power of the total issued and outstanding ordinary shares of the Issuer. |
| CUSIP No. 30712L 109 | Page 5 of 14 Pages |
| 1 |
Name of Reporting Person
| ||
| 2 |
Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
| ||
| 3 |
SEC Use Only
| ||
| 4 |
Citizenship or Place of Organization
| ||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 |
Sole Voting Power
| |
| 6 |
Shared Voting Power
| ||
| 7 |
Sole Dispositive Power
| ||
| 8 |
Shared Dispositive Power
| ||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
| ||
| 10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares o
| ||
| 11 |
Percent of Class Represented by Amount in Row 9
| ||
| 12 | Type of Reporting Person CO | ||
| (7) | Represents 129,519,698 Class B ordinary shares directly held by TIANYU NETWORK INTERNATIONAL LTD, a British Virgin Islands. |
| (8) | Calculated based on the number in Row 9 above divided by 2,474,620,706 outstanding ordinary shares of the Issuer as a single class, being the sum of (i) 1,854,607,648 outstanding Class A ordinary shares (excluding 109,123,363 Class A ordinary shares issued to depositary bank for ADSs reserved for future issuances upon the exercise or vesting of awards granted under the Issuer’s share incentive plans), (ii) 619,938,058 outstanding Class B ordinary shares, and (iii) 75,000 outstanding Class C ordinary shares as of the date of the prospectus supplement filed with the SEC on December 8, 2022. Holders of Class A ordinary shares, Class B ordinary shares and Class C ordinary shares have the same rights except for voting and conversion rights. Each Class A ordinary share is entitled to one vote, whereas (x) each Class B ordinary share is entitled to ten votes and is convertible into one Class A ordinary share at any time by the holder thereof and (y) each Class C ordinary share is entitled to 10,000 votes and is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares or Class C ordinary shares under any circumstances. Accordingly, ordinary shares beneficially owned by TIANYU NETWORK INTERNATIONAL LTD represent approximately 14.7% of the aggregate voting power of the total issued and outstanding ordinary shares of the Issuer. |
| CUSIP No. 30712L 109 | Page 6 of 14 Pages |
| 1 |
Name of Reporting Person
| ||
| 2 |
Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
| ||
| 3 |
SEC Use Only
| ||
| 4 |
Citizenship or Place of Organization
| ||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 |
Sole Voting Power
| |
| 6 |
Shared Voting Power
| ||
| 7 |
Sole Dispositive Power
| ||
| 8 |
Shared Dispositive Power
| ||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
| ||
| 10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares o
| ||
| 11 |
Percent of Class Represented by Amount in Row 9
| ||
| 12 | Type of Reporting Person IN | ||
| (9) | Represents 83,806,467 Class A ordinary shares directly held by ZHOULI NETWORK INTERNATIONAL LTD, a British Virgin Islands company controlled by Ms. Li Zhou. The number of shares excludes 25,761,433 ordinary shares transferred by ZHOULI NETWORK INTERNATIONAL LTD to designated employees and consultants in November 2018. The registered address of ZHOULI NETWORK INTERNATIONAL LTD is Ritter House, Wickhams Cay II, Road Town, Tortola, VG 1110, British Virgin Islands. ZHOULI NETWORK INTERNATIONAL LTD is controlled by YUMO Network Holding Ltd, a company incorporated under the laws of British Virgin Islands. YUMO Network Holding Ltd is controlled by YUMO Family Trust, a trust established under the laws of the British Virgin Islands and managed by Cantrust (Far East) Limited as the trustee. Ms. Li Zhou is the settlor of YUMO Family Trust, and Ms. Zhou and her family members are the trust’s beneficiaries. Under the terms of this trust, Ms. Zhou has the power to direct the trustee with respect to the retention or disposal of, and the exercise of any voting and other rights attached to, the share held by ZHOULI NETWORK INTERNATIONAL LTD in the Issuer. |
| (10) | Calculated based on the number in Row 9 above divided by 2,474,620,706 outstanding ordinary shares of the Issuer as a single class, being the sum of (i) 1,854,607,648 outstanding Class A ordinary shares (excluding 109,123,363 Class A ordinary shares issued to depositary bank for ADSs reserved for future issuances upon the exercise or vesting of awards granted under the Issuer’s share incentive plans), (ii) 619,938,058 outstanding Class B ordinary shares, and (iii) 75,000 outstanding Class C ordinary shares as of the date of the prospectus supplement filed with the SEC on December 8, 2022. Holders of Class A ordinary shares, Class B ordinary shares and Class C ordinary shares have the same rights except for voting and conversion rights. Each Class A ordinary share is entitled to one vote, whereas (x) each Class B ordinary share is entitled to ten votes and is convertible into one Class A ordinary share at any time by the holder thereof and (y) each Class C ordinary share is entitled to 10,000 votes and is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares or Class C ordinary shares under any circumstances. Accordingly, ordinary shares beneficially owned by Ms. Li Zhou represent approximately 1.0% of the aggregate voting power of the total issued and outstanding ordinary shares of the Issuer. |
| CUSIP No. 30712L 109 | Page 7 of 14 Pages |
| 1 |
Name of Reporting Person
| ||
| 2 |
Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
| ||
| 3 |
SEC Use Only
| ||
| 4 |
Citizenship or Place of Organization
| ||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 |
Sole Voting Power
| |
| 6 |
Shared Voting Power
| ||
| 7 |
Sole Dispositive Power
| ||
| 8 |
Shared Dispositive Power
| ||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
| ||
| 10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares o
| ||
| 11 |
Percent of Class Represented by Amount in Row 9
| ||
| 12 | Type of Reporting Person CO | ||
| (11) | Represents 83,806,467 Class A ordinary shares directly held by ZHOULI NETWORK INTERNATIONAL LTD, a British Virgin Islands. |
| (12) | Calculated based on the number in Row 9 above divided by 2,474,620,706 outstanding ordinary shares of the Issuer as a single class, being the sum of (i) 1,854,607,648 outstanding Class A ordinary shares (excluding 109,123,363 Class A ordinary shares issued to depositary bank for ADSs reserved for future issuances upon the exercise or vesting of awards granted under the Issuer’s share incentive plans), (ii) 619,938,058 outstanding Class B ordinary shares, and (iii) 75,000 outstanding Class C ordinary shares as of the date of the prospectus supplement filed with the SEC on December 8, 2022. Holders of Class A ordinary shares, Class B ordinary shares and Class C ordinary shares have the same rights except for voting and conversion rights. Each Class A ordinary share is entitled to one vote, whereas (x) each Class B ordinary share is entitled to ten votes and is convertible into one Class A ordinary share at any time by the holder thereof and (y) each Class C ordinary share is entitled to 10,000 votes and is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares or Class C ordinary shares under any circumstances. Accordingly, ordinary shares beneficially owned by ZHOULI NETWORK INTERNATIONAL LTD represent approximately 1.0% of the aggregate voting power of the total issued and outstanding ordinary shares of the Issuer. |
| CUSIP No. 30712L 109 | Page 8 of 14 Pages |
| 1 |
Name of Reporting Person
| ||
| 2 |
Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
| ||
| 3 |
SEC Use Only
| ||
| 4 |
Citizenship or Place of Organization
| ||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 |
Sole Voting Power
| |
| 6 |
Shared Voting Power
| ||
| 7 |
Sole Dispositive Power
| ||
| 8 |
Shared Dispositive Power
| ||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
| ||
| 10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
| ||
| 11 |
Percent of Class Represented by Amount in Row 9
| ||
| 12 | Type of Reporting Person IN | ||
| (13) | Represents 29,249,399 Class A ordinary shares directly held by XUANYU NETWORK INTERNATIONAL LTD, a British Virgin Islands company controlled by Ms. Jiaorong Pan. The registered address of XUANYU NETWORK INTERNATIONAL LTD is Ritter House, Wickhams Cay II, Road Town, Tortola VG1110, British Virgin Islands. XUANYU NETWORK INTERNATIONAL LTD is controlled by KELE Network Holding Ltd, a company incorporated under the laws of the British Virgin Islands. KELE Network Holding Ltd is controlled by KELE Trust, a trust established under the laws of the British Virgin Islands and managed by Cantrust (Far East) Limited as the trustee. Ms. Jiaorong Pan is the settlor of KELE Trust, and Ms. Pan and her family members are the trust’s beneficiaries. Under the terms of this trust, Ms. Pan has the power to direct the trustee with respect to the retention or disposal of, and the exercise of any voting and other rights attached to, the share held by XUANYU NETWORK INTERNATIONAL LTD in the Issuer. |
| (14) | Calculated based on the number in Row 9 above divided by 2,474,620,706 outstanding ordinary shares of the Issuer as a single class, being the sum of (i) 1,854,607,648 outstanding Class A ordinary shares (excluding 109,123,363 Class A ordinary shares issued to depositary bank for ADSs reserved for future issuances upon the exercise or vesting of awards granted under the Issuer’s share incentive plans), (ii) 619,938,058 outstanding Class B ordinary shares, and (iii) 75,000 outstanding Class C ordinary shares as of the date of the prospectus supplement filed with the SEC on December 8, 2022. Holders of Class A ordinary shares, Class B ordinary shares and Class C ordinary shares have the same rights except for voting and conversion rights. Each Class A ordinary share is entitled to one vote, whereas (x) each Class B ordinary share is entitled to ten votes and is convertible into one Class A ordinary share at any time by the holder thereof and (y) each Class C ordinary share is entitled to 10,000 votes and is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares or Class C ordinary shares under any circumstances. Accordingly, ordinary shares beneficially owned by Ms. Jiaorong Pan represent approximately 0.3% of the aggregate voting power of the total issued and outstanding ordinary shares of the Issuer. |
| CUSIP No. 30712L 109 | Page 9 of 14 Pages |
| 1 |
Name of Reporting Person
| ||
| 2 |
Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
| ||
| 3 |
SEC Use Only
| ||
| 4 |
Citizenship or Place of Organization
| ||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 |
Sole Voting Power
| |
| 6 |
Shared Voting Power
| ||
| 7 |
Sole Dispositive Power
| ||
| 8 |
Shared Dispositive Power
| ||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
| ||
| 10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares o
| ||
| 11 |
Percent of Class Represented by Amount in Row 9
| ||
| 12 | Type of Reporting Person CO | ||
| (15) | Represents 29,249,399 Class A ordinary shares directly held by TIANYU NETWORK INTERNATIONAL LTD, a British Virgin Islands. |
| (16) | Calculated based on the number in Row 9 above divided by 2,474,620,706 outstanding ordinary shares of the Issuer as a single class, being the sum of (i) 1,854,607,648 outstanding Class A ordinary shares (excluding 109,123,363 Class A ordinary shares issued to depositary bank for ADSs reserved for future issuances upon the exercise or vesting of awards granted under the Issuer’s share incentive plans), (ii) 619,938,058 outstanding Class B ordinary shares, and (iii) 75,000 outstanding Class C ordinary shares as of the date of the prospectus supplement filed with the SEC on December 8, 2022. Holders of Class A ordinary shares, Class B ordinary shares and Class C ordinary shares have the same rights except for voting and conversion rights. Each Class A ordinary share is entitled to one vote, whereas (x) each Class B ordinary share is entitled to ten votes and is convertible into one Class A ordinary share at any time by the holder thereof and (y) each Class C ordinary share is entitled to 10,000 votes and is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares or Class C ordinary shares under any circumstances. Accordingly, ordinary shares beneficially owned by XUANYU NETWORK INTERNATIONAL LTD represent approximately 0.3% of the aggregate voting power of the total issued and outstanding ordinary shares of the Issuer. |
| CUSIP No. 30712L 109 | Page 10 of 14 Pages |
| Item 1(a). | Name of Issuer: Fangdd Network Group Ltd. (the “Issuer”) |
| Item 1(b). | Address of Issuer’s Principal Executive Offices: Room 602, Unit B4, Kexing Science Park, 15 Keyuan Road, Technology Park, Nanshan District, Shenzhen, 518057, People’s Republic of China |
| Item 2(a). |
Name of Person Filing: (ii) CC NETWORK INTERNATIONAL LTD, (iii) Jiancheng Li, (iv) TIANYU NETWORK INTERNATIONAL LTD, (v) Li Zhou, (vi) ZHOULI NETWORK INTERNATIONAL LTD, (vii) Jiaorong Pan, and (viii) XUANYU NETWORK INTERNATIONAL LTD (collectively, the “Reporting Persons”). |
| Item 2(b). | Address of Principal Business Office or, if none, Residence: The address of the Reporting Persons is Room 602, Unit B4, Kexing Science Park, 15 Keyuan Road, Technology Park, Nanshan District, Shenzhen, 518057, People’s Republic of China |
| Item 2(c) |
Citizenship: Jiancheng Li - the People’s Republic of China TIANYU NETWORK INTERNATIONAL LTD - the British Virgin Islands Li Zhou – the People’s Republic of China ZHOULI NETWORK INTERNATIONAL LTD - the British Virgin Islands Jiaorong Pan – the People’s Republic of China XUANYU NETWORK INTERNATIONAL LTD - the British Virgin Islands |
| Item 2(d). |
Title of Class of Securities:
The Issuer’s ordinary shares consist of Class A ordinary shares, Class B ordinary shares and Class C ordinary shares. Holders of Class A ordinary shares, Class B ordinary shares and Class C ordinary shares have the same rights except for voting and conversion rights. Each Class A ordinary share is entitled to one vote, whereas (x) each Class B ordinary share is entitled to ten votes and is convertible into one Class A ordinary share at any time by the holder thereof and (y) each Class C ordinary share is entitled to 10,000 votes and is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares or Class C ordinary shares under any circumstances. |
| Item 2(e). |
CUSIP Number:
This CUSIP number applies to the American depositary shares of the Issuer, each representing 375 Class A ordinary shares of the Issuer. No CUSIP has been assigned to the Issuer’s Class A ordinary shares. |
| CUSIP No. 30712L 109 | Page 11 of 14 Pages |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the persons filing is a: |
| Not applicable |
| Item 4. | Ownership: |
| Reporting Person | Amount beneficially owned: | Percent of class(1): | Percent of aggregate voting power(2): | Sole power to vote or to direct the vote: | Shared power to vote or to direct the vote: | Sole power to dispose or to direct the disposition of: | Shared power to dispose or to direct the disposition of: | |||||||||||
| Yi Duan | 329,021,793 | (3) | 13.3 | % | 37.4 | % | 329,021,793 | 0 | 329,021,793 | 0 | ||||||||
| CC NETWORK INTERNATIONAL LTD | 329,021,793 | (3) | 13.3 | % | 37.4 | % | 329,021,793 | 0 | 329,021,793 | 0 | ||||||||
| Jiancheng Li | 129,519,698 | (4) | 5.2 | % | 14.7 | % | 129,519,698 | 0 | 129,519,698 | 0 | ||||||||
| TIANYU NETWORK INTERNATIONAL LTD | 129,519,698 | (4) | 5.2 | % | 14.7 | % | 129,519,698 | 0 | 129,519,698 | 0 | ||||||||
| Li Zhou | 83,806,467 | (5) | 3.4 | % | 1.0 | % | 83,806,467 | 0 | 83,806,467 | 0 | ||||||||
| ZHOULI NETWORK INTERNATIONAL LTD | 83,806,467 | (5) | 3.4 | % | 1.0 | % | 83,806,467 | 0 | 83,806,467 | 0 | ||||||||
| Jiaorong Pan | 29,249,399 | (6) | 1.2 | % | 0.3 | % | 29,249,399 | 0 | 29,249,399 | 0 | ||||||||
| XUANYU NETWORK INTERNATIONAL LTD | 29,249,399 | (6) | 1.2 | % | 0.3 | % | 29,249,399 | 0 | 29,249,399 | 0 |
| (1) | The percentage of class of securities beneficially owned by each Reporting Person is based on a total of 2,474,620,706 outstanding ordinary shares of the Issuer as a single class, being the sum of (i) 1,854,607,648 outstanding Class A ordinary shares (excluding 109,123,363 Class A ordinary shares issued to depositary bank for ADSs reserved for future issuances upon the exercise or vesting of awards granted under the Issuer’s share incentive plans), (ii) 619,938,058 outstanding Class B ordinary shares, and (iii) 75,000 outstanding Class C ordinary shares as of the date of the prospectus supplement filed with the SEC on December 8, 2022. |
| (2) | The percentage of voting power is calculated by dividing the voting power beneficially owned by each Reporting Person by the voting power of all of the Issuer’s Class A ordinary shares, Class B ordinary shares and Class C ordinary shares as a single class. Holders of Class A ordinary shares, Class B ordinary shares and Class C ordinary shares have the same rights except for voting and conversion rights. Each Class A ordinary share is entitled to one vote, whereas (x) each Class B ordinary share is entitled to ten votes and is convertible into one Class A ordinary share at any time by the holder thereof and (y) each Class C ordinary share is entitled to 10,000 votes and is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares or Class C ordinary shares under any circumstances. |
| (3) | Represents 329,021,793 Class B ordinary shares held by CC NETWORK INTERNATIONAL LTD, a company incorporated in the British Virgin Islands. CC NETWORK INTERNATIONAL LTD is controlled by CC Network Holding Ltd, a company incorporated under the laws of British Virgin Islands. CC Network Holding Ltd is controlled by CC Trust, a trust established under the laws of the British Virgin Islands and managed by Cantrust (Far East) Limited as the trustee. Yi Duan is the settlor of CC Trust and Yi Duan and his family members are the trust’s beneficiaries. Under the terms of this trust, Yi Duan has the power to direct the trustee with respect to the retention or disposal of, and the exercise of any voting and other rights attached to, the share held by CC NETWORK INTERNATIONAL LTD. |
| (4) | Represents 129,519,698 Class B ordinary shares held by TIANYU NETWORK INTERNATIONAL LTD, a company incorporated in the British Virgin Islands. TIANYU NETWORK INTERNATIONAL LTD is controlled by Tianyu Network Holding Ltd, a company incorporated under the laws of British Virgin Islands. Tianyu Network Holding Ltd is controlled by Tianyu Family Trust, a trust established under the laws of the British Virgin Islands and managed by Cantrust (Far East) Limited as the trustee. Mr. Jiancheng Li is the settlor of Tianyu Family Trust, and Mr. Li and his family members are the trust’s beneficiaries. Under the terms of this trust, Mr. Li has the power to direct the trustee with respect to the retention or disposal of, and the exercise of any voting and other rights attached to, the share held by TIANYU NETWORK INTERNATIONAL LTD. |
| CUSIP No. 30712L 109 | Page 12 of 14 Pages |
| (5) | Represents 83,806,467 Class A ordinary shares held by ZHOULI NETWORK INTERNATIONAL LTD, a company incorporated in the British Virgin Islands. ZHOULI NETWORK INTERNATIONAL LTD is controlled by YUMO Network Holding Ltd, a company incorporated under the laws of British Virgin Islands. YUMO Network Holding Ltd is controlled by YUMO Family Trust, a trust established under the laws of the British Virgin Islands and managed by Cantrust (Far East) Limited as the trustee. Ms. Li Zhou is the settlor of YUMO Family Trust, and Ms. Zhou and her family members are the trust’s beneficiaries. Under the terms of this trust, Ms. Zhou has the power to direct the trustee with respect to the retention or disposal of, and the exercise of any voting and other rights attached to, the share held by ZHOULI NETWORK INTERNATIONAL LTD. |
| (6) | Represents 29,249,399 Class A ordinary shares directly held by XUANYU NETWORK INTERNATIONAL LTD, a company incorporated in the British Virgin Islands. XUANYU NETWORK INTERNATIONAL LTD is controlled by KELE Network Holding Ltd, a company incorporated under the laws of the British Virgin Islands. KELE Network Holding Ltd is controlled by KELE Trust, a trust established under the laws of the British Virgin Islands and managed by Cantrust (Far East) Limited as the trustee. Ms. Jiaorong Pan is the settlor of KELE Trust, and Ms. Pan and her family members are the trust’s beneficiaries. Under the terms of this trust, Ms. Pan has the power to direct the trustee with respect to the retention or disposal of, and the exercise of any voting and other rights attached to, the share held by XUANYU NETWORK INTERNATIONAL LTD. |
| Item 5. | Ownership of Five Percent or Less of a Class: |
|
The agreement among Yi Duan, Xi Zeng, Jiancheng Li, Li Zhou and Jiaorong Pan to vote in convert has been terminated, resulting in the dissolution of the group previously formed by the aforementioned persons and their affiliates. This statement is being filed to report the fact that as of the date hereof, each of the following reporting persons has ceased to be the beneficial owner of more than 5 percent of the class of securities:
· Li Zhou, · ZHOULI NETWORK INTERNATIONAL LTD, · Jiaorong Pan, and · XUANYU NETWORK INTERNATIONAL LTD. | |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person: |
| Not applicable | |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Controlling Person: |
| Not applicable | |
| Item 8. | Identification and Classification of Members of the Group: |
| See Item 2(a) in lieu of an exhibit. | |
| Item 9. | Notice of Dissolution of Group: |
| Not applicable | |
| Item 10. | Certifications: |
| Not applicable |
| CUSIP No. 30712L 109 | Page 13 of 14 Pages |
LIST OF EXHIBITS
| Exhibit No. | Description | |
| 99.1 | Joint Filing Agreement |
| CUSIP No. 30712L 109 | Page 14 of 14 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2023
| Yi Duan | ||
| /s/ Yi Duan | ||
| CC NETWORK INTERNATIONAL LTD | ||
| By: | /s/ Yi Duan | |
| Name: | Yi Duan | |
| Title: | Director | |
| Jiancheng Li | ||
| /s/ Jiancheng Li | ||
| TIANYU NETWORK INTERNATIONAL LTD | ||
| By: | /s/ Jiancheng Li | |
| Name: | Jiancheng Li | |
| Li Zhou | ||
| /s/ Li Zhou | ||
| ZHOULI NETWORK INTERNATIONAL LTD | ||
| By: | /s/ Li Zhou | |
| Name: | Li Zhou | |
| Jiaorong Pan | ||
| /s/ Jiaorong Pan | ||
| XUANYU NETWORK INTERNATIONAL LTD | ||
| By: | /s/ Jiaorong Pan | |
| Name: | Jiaorong Pan | |
| Title: | Director | |
| CUSIP No. 30712L 109 | Page 1 of 1 Page |
Exhibit 99.1
Joint Filing Agreement
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A ordinary shares, par value of US$0.0000001 per share, of Fangdd Network Group Ltd., a Cayman Islands exempted company, and that this Agreement may be included as an exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 14, 2023.
| Yi Duan | /s/ Yi Duan | |
| CC NETWORK INTERNATIONAL LTD | By: | /s/ Yi Duan |
| Name: | Yi Duan | |
| Title: | Director | |
| Jiancheng Li | /s/ Jiancheng Li | |
| TIANYU NETWORK INTERNATIONAL LTD | By: | /s/ Jiancheng Li |
| Name: | Jiancheng Li | |
| Li Zhou | /s/ Li Zhou | |
| ZHOULI NETWORK INTERNATIONAL LTD | By: | /s/ Li Zhou |
| Name: | Li Zhou | |
| Jiaorong Pan | /s/ Jiaorong Pan | |
| XUANYU NETWORK INTERNATIONAL LTD | By: | /s/ Jiaorong Pan |
| Name: | Jiaorong Pan | |
| Title: | Director | |